8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K /A

AMENDMENT NO. 1

TO

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 1, 2013

REGALWORKS MEDIA, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-52846	76-0766174
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

225 SANTA MONICA BOULEVARRD, SUITE 300

SANTA MONICA, CA. 90401

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (703) 220-9977

AmerElite Solutions, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 4.01.  Changes in Registrant’s Certifying Accountant

Effective November 1, 2013, the Board of Directors of the Company dismissed Ronald R. Chadwick, P.C. (“Chadwick”) as its independent registered accounting firm and engaged PLS CPA (“PLS”) to serve as its independent registered accounting firm. Chadwick’s audit report on the Company’s financial statements for the years ended December 31, 2012 and 2011 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that, the audit report included an explanatory paragraph with respect to the uncertainty as to the Company’s ability to continue as a going concern. During the years ended December 31, 2012 and 2013 and during the subsequent interim period preceding the date of Chadwick’s dismissal, there were (i) no disagreements with Chadwick on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).  

On November 1, 2013  (the “Engagement Date”), the Company engaged PLS CPA, a professional corporation (“PLS”) as its independent registered public accounting firm for the Company’s fiscal year ending December 31, 2013. The decision to engage PLS as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with PLS regarding either:

1. the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that PLS  concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2. any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

The Company has provided Chadwick with the disclosures made herein and has requested that Chadwick furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with statements made herein. A copy of the letter of Ronald R. Chadwick, CPA is included as Exhibit 16.1 to this report.

 (d)  Exhibits

Exhibit 16.1    Letter of Ronald R. Chadwick, P.C.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

RegalWorks Media, Inc.
By:	/s/ Dane West
	Dane West Chief Executive Officer

Date:  November 27 , 2013

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EX-16.1

EXHIBIT 16.1

RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado  80014

Telephone (303)306-1967

Fax (303)306-1944

November 27 , 2013

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549-7561

Re: RegalWorks Media, Inc.

SEC File No. 000-52846

On November 1, 2013 my appointment as auditor for RegalWorks Media, Inc. (formerly Amerelite Solutions, Inc.) ceased. I have read RegalWorks Media, Inc.’s statements included under Item 4.01 of its Form 8-K/A dated November 1 , 2013 and agree with such statements, insofar as they apply to me.

Very truly yours,

/s/ Ronald R. Chadwick, P.C.

Ronald R. Chadwick, P.C.

Certified Public Accountant

CORRESP

VIA E-MAIL

Ms. Melinda Hooker, Staff Accountant

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

November 25, 2013

Re:           RegalWorks Media, Inc.:  Response to Comment Letter Dated October 18, 2013 Regarding Item 4.01 Form 8-K, Filed November 7, 2013 (SEC File Number 000-052846)

Dear Ms. Hooker:

This letter is written on behalf of RegalWorks Media, Inc., a Nevada corporation (the “Company”), in connection with the above-referenced matter.  The response(s) are keyed to the Securities and Exchange Commission (the “Commission”) comment letter dated November 7, 2013.  Please note that the Company has concurrently revised and filed its Form 8-K in response to the Commission’s comments, except as otherwise may be described in this transmittal letter.

The Company’s specific responses to comments are set forth below:

Comment Number 1.  We acknowledge the oversight regarding the inclusion of the “Going Concern” disclosure and have revised the 8-K accordingly.

Comment Number 2.  The 8-K has been revised to include the disclosure that there were no disagreements with the former accountant through the subsequent interim period preceding their resignation regarding any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure.

Comment Number 3.  On November 1, 2013  (the “Engagement Date”), the Company engaged PLS CPA, a professional corporation (“PLS”) as its independent registered public accounting firm for the Company’s fiscal year ending December 31, 2013. The decision to engage PLS as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with PLS regarding either:

1) The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that PLS concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2) Any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

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Comment Number 4.  The Company has provided Chadwick with the disclosures made herein and has requested that Chadwick furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with statements made herein.  A copy of the letter of Ronald R. Chadwick, CPA is included as Exhibit 16.1 to the Form 8K/A that has been filed in response to your comments.

In connection with this letter, we hereby acknowledge the following:

1) The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2) Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

3) The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call me with any questions or comments at (703) 220-9977.  Your response can be communicated to us at the following e-mail addresses, dane.west@regalworks.com or our securities counsel holtjsmith@gmail.com.

Very truly yours,

/s/ Dane West

Chief Executive Officer, RegalWorks Media, Inc.

cc:  Smith & Associates

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